Form ARTS-CL "Articles of Incorporation of a Close Corporation" - California

What Is Form ARTS-CL?

This is a legal form that was released by the California Secretary of State - a government authority operating within California. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on April 1, 2017;
  • The latest edition provided by the California Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form ARTS-CL by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form ARTS-CL "Articles of Incorporation of a Close Corporation" - California

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Instructions for Completing the
Articles of Incorporation of a Close Corporation (Form ARTS-CL)
To form a close corporation in California, you must file Articles of Incorporation with the California Secretary of State.
A “close corporation” means a corporation, including a close social purpose corporation, whose Articles of
Incorporation include a provision that all of the corporation’s issued shares of all classes will be held of record by not
more than a specified number of persons, not exceeding 35.
Form ARTS-CL has been created for ease in filing, however, you can compose your own document, provided it meets
statutory requirements
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional article provisions for the corporation are needed.
Please note, once filed, all information contained within this form (including addresses) is a public record and is
accessible by the general public.
Fees:
Filing Fee: The fee for filing Articles of Incorporation of a Close Corporation is $100.00.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority
service over documents submitted by mail. The special handling fee is not refundable whether the document is
filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information about
this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document, include payment
for copy fees and certification fees at the time the document is submitted. Additional copy fees are $1.00 for the first page
and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail.
If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa® or
MasterCard®).
Processing Times: For current processing times, go to
www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Articles of
Incorporation of a Close Corporation (Form ARTS-CL) as follows:
Item
Instruction
Tips
1.
Enter the name of the proposed
There are legal limitations on what name can be used for the
corporation exactly as it is to appear
corporation. For general corporation name requirements and
on the records of the California
restrictions or for information on reserving a corporation name
Secretary of State.
prior to submitting Form ARTS-CL, go to
www.sos.ca.gov/business/be/name-availability.
The name of a close corporation must
include the word “corporation,”
A preliminary search of corporation names already of record
“incorporated,” or “limited” or an
can be made online through our Business Search at
abbreviation of one of those words.
BusinessSearch.sos.ca.gov.
Please note: The Business
Search is only a preliminary
se
arch and is not intended to serve
as a formal name availability
se
arch. For information on
checking or reserving a name
,
go to
www.sos.ca.gov/business/be/name-availability.
A name reservation is not required to submit Form ARTS-CL.
2017 California Secretary of State
ARTS-CL Instructions (REV 04/2017)
www.sos.ca.gov/business/be
Instructions for Completing the
Articles of Incorporation of a Close Corporation (Form ARTS-CL)
To form a close corporation in California, you must file Articles of Incorporation with the California Secretary of State.
A “close corporation” means a corporation, including a close social purpose corporation, whose Articles of
Incorporation include a provision that all of the corporation’s issued shares of all classes will be held of record by not
more than a specified number of persons, not exceeding 35.
Form ARTS-CL has been created for ease in filing, however, you can compose your own document, provided it meets
statutory requirements
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional article provisions for the corporation are needed.
Please note, once filed, all information contained within this form (including addresses) is a public record and is
accessible by the general public.
Fees:
Filing Fee: The fee for filing Articles of Incorporation of a Close Corporation is $100.00.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority
service over documents submitted by mail. The special handling fee is not refundable whether the document is
filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information about
this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document, include payment
for copy fees and certification fees at the time the document is submitted. Additional copy fees are $1.00 for the first page
and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail.
If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa® or
MasterCard®).
Processing Times: For current processing times, go to
www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Articles of
Incorporation of a Close Corporation (Form ARTS-CL) as follows:
Item
Instruction
Tips
1.
Enter the name of the proposed
There are legal limitations on what name can be used for the
corporation exactly as it is to appear
corporation. For general corporation name requirements and
on the records of the California
restrictions or for information on reserving a corporation name
Secretary of State.
prior to submitting Form ARTS-CL, go to
www.sos.ca.gov/business/be/name-availability.
The name of a close corporation must
include the word “corporation,”
A preliminary search of corporation names already of record
“incorporated,” or “limited” or an
can be made online through our Business Search at
abbreviation of one of those words.
BusinessSearch.sos.ca.gov.
Please note: The Business
Search is only a preliminary
se
arch and is not intended to serve
as a formal name availability
se
arch. For information on
checking or reserving a name
,
go to
www.sos.ca.gov/business/be/name-availability.
A name reservation is not required to submit Form ARTS-CL.
2017 California Secretary of State
ARTS-CL Instructions (REV 04/2017)
www.sos.ca.gov/business/be
2a.
Enter the complete street address, city,
The complete street address is required, including the street
state and zip code of the corporation’s
name and number, city, state and zip code.
initial address.
Address must be a physical address.
Do not enter a P.O. Box address, an “in care of” address, or
abbreviate the name of the city.
2b.
If different from the address in Item 2a,
This address will be used for mailing purposes and may be a
enter the corporation’s initial mailing
P.O. Box address or “in care of” an individual or entity.
address.
Do not abbreviate the name of the city.
3.
The corporation must have an Agent for
• An Agent for Service of Process is responsible for accepting
Service of Process.
legal documents (e.g. service of process, lawsuits, other types
of legal notices, etc.) on behalf of the corporation.
There are two types of Agents that can be
named:
You must provide information for either an individual OR a
registered corporate agent, not both.
an individual (e.g. officer, director, or
any other individual) who resides in
If using a registered corporate agent, the corporation must have
California with a physical California
a current agent registration certificate on file with the California
street address; OR
Secretary of State as required by Section 1505.
a registered corporate agent qualified
with the California Secretary of State.
3a & b. If Individual Agent:
The complete street address is required, including the street
name and number, city and zip code.
Enter the name of the initial agent for
service of process and the agent’s
Do not enter a P.O. Box address, an “in care of” address, or
complete California street address,
abbreviate the name of the city.
city and zip code.
Many times, a small corporation will designate an officer or
If an individual is designated as the
director as the agent for service of process.
initial agent, complete Items 3a and
3b ONLY. Do not complete Item 3c.
The individual agent should be aware that the name and the
physical street address of the agent for service of process is a
public record, open to all (as are all the addresses of the
corporation provided in filings made with the California
Secretary of State.)
2017 California Secretary of State
ARTS-CL Instructions (REV 04/2017)
www.sos.ca.gov/business/be
3c.
If Registered Corporate Agent:
Before a corporation is designated as agent for another
corporation, that corporation must have a current agent
Enter the name of the initial registered
registration certificate on file with the California Secretary of
corporate agent exactly as registered
State as required by Section
1505
stating the address(es) of the
in California.
registered corporate agent and the authorized employees that
will accept service of process of legal documents and notices
If a registered corporate agent is
on behalf of the corporation.
designated as the initial agent,
complete Item 3c ONLY. Do not
Advanced approval must be obtained from a registered
complete Items 3a and 3b.
corporate agent prior to designating that corporation as your
agent for service of process.
No California or foreign corporation may register as a California
corporate agent unless the corporation currently is authorized to
engage in business in California and is in good standing on the
records of the California Secretary of State.
Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To confirm
that you are providing the exact name of the Registered
Corporate Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
A corporation cannot name itself as agent.
The corporation must authorize at least 1 share but can
4.
Enter the number of shares the
authorize any number of shares.
corporation is authorized to issue.
This form only may be used for a single class of shares. If the
Do not leave blank or enter zero (0).
corporation needs a multiple share structure, you must
compose your own Articles of Incorporation.
• Before shares of stock are sold or issued, the corporation must
comply
with
the
Corporate
Securities
Law
of
1968
administered by the California Department of Business
Oversight. For more information, go to
www.dbo.ca.gov
or call
the
California
Department
of
Business
Oversight
at
(866) 275-2677.
5.
Enter the number of shareholders the
corporation is authorized to have. The
number must not exceed 35.
Do not leave blank or enter zero (0).
6.
The purpose statement is required. Do
not alter.
7.
Form ARTS-CL must be signed by each
• If you need more space for signatures:
incorporator.
-
Place the additional signatures on only one side of a
standard letter-sized piece of paper (8 1/2" x 11") clearly
marked as an attachment to Form ARTS-CL and attach
the extra page(s) to the completed Form
ARTS-CL.
-
All attachments are part of this document.
Multiple Form ARTS-CLs with different signatures will be
returned without being filed – use only one form.
Do not include the title of the person signing.
2017 California Secretary of State
ARTS-CL Instructions (REV 04/2017)
www.sos.ca.gov/business/be
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return Address:
enter the name of a designated person and/or company and the corresponding mailing address. Please note the Mail
Submission Cover Sheet will be treated as correspondence and will not be made part of the filed document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State, Business
Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2260 or delivered in person (drop off) to the Sacramento
office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the Sacramento office.
Legal Authority: General statutory filing provisions are found in Sections
158
and
200-202 et
seq. All statutory references
are to the California Corporations Code, unless otherwise stated.
Statement of Information: A Statement of Information
(Form
SI-550) must be filed with the California Secretary of State
within 90 days after filing the Articles of Incorporation and each year thereafter during the applicable filing period. The
applicable filing period is the calendar month in which the Articles of Incorporation were filed and the immediately preceding
five calendar months. (Section 1502.)
Minimum Tax Requirement: Most corporations must pay a minimum tax of $800 to the California Franchise Tax Board
each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the California
Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at
https://www.ftb.ca.gov/forms/misc/1060.pdf.
Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go to
www.sos.ca.gov/business/be/resources. Note: The California Secretary of State does not license corporations. For licensing
requirements, please contact the city and/or county where the principal place of business is located and/or the state agency
with jurisdiction over the activities of the corporation.
2017 California Secretary of State
ARTS-CL Instructions (REV 04/2017)
www.sos.ca.gov/business/be
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person:
(Please type or print legibly)
First Name:
Last Name:
__________________________________________________
_______________________________________________
Phone (optional):
______________________________________________
Entity Information:
(Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
:
(if applicable)
_____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Secretary of State Use Only
Address:
T/TR:
City/State/Zip:
AMT REC’D:
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